UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2012

or

 

	¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                  to                 

 

Commission File Number: 000-30424

 

PANACEA GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		33-0680443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
330 Highway 7 East, Suite 502 Richmond Hill Ontario, Canada		L4B 3P8
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (416) 450-6414

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes   x    No   ¨

 

Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ¨    No   x 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller Reporting Company x

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes   ¨    No   x

 

There were 94,563,586 shares of the Registrant’s Common Stock outstanding at August 14, 2012.

 

1

 

PANACEA GLOBAL, INC.

 

QUARTERLY REPORT ON FORM 10-Q

JUNE 30, 2012

 

TABLE OF CONTENTS

 

		PAGE
PART 1— FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22
Item 3.	Defaults Upon Senior Securities.	22
Item 4.	Mine Safety Disclosure.	22
Item 5.	Other Information.	22
Item 6.	Exhibits.	22
SIGNATURES		23

 

2

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Panacea Global, Inc. and its subsidiaries. “SEC” refers to the Securities and Exchange Commission.

 

3

 

PART I— FINANCIAL INFORMATION

 

	Item 1.	Financial Statements.

 

Basis of Presentation

 

The accompanying unaudited statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three and six months ended June 30, 2012 are not necessarily indicative of results that may be expected for the year ending December 31, 2012.

4

Panacea Global, Inc.
(A Development Stage Company)
Unaudited Condensed Consolidated Balance Sheets
(Expressed in US Dollars)

	As at June 30, 2012		As at December 31, 2011
Assets
Current
Cash	$ 25,998		$ 328,662
Other assets	67,033		51,418
Total Current Assets	93,031		380,080
Investment (Note 5)	916,874		915,760
Property and equipment (Note 9)	94,664		49,624
Intangible asset (Note 6)	50,000,000		50,000,000
Total Non-Current Assets	51,011,538		50,965,384
Total Assets	$ 51,104,569		$ 51,345,464
Liabilities
Accounts payable and accrued liabilities	$ 286,493		$ 146,933
Due to related parties (Note 11)	866,615		649,609
Deferred revenue	1,000,000		1,000,000
License fee payable (Note 5)	1,562,500		1,762,500
Total Liabilities	3,715,608		3,559,042
Stockholders' Equity
Preferred stock, $0.001 par value; 100,000 shares authorized, none issued (Note 7)	-		-
Capital stock, $0.001 par value; 300,000,000 shares authorized; 94,563,586 issued and outstanding (December 31, 2011 – 94,063,586) (Note 7)	94,564		94,064
Additional paid-in capital	49,990,755		49,869,603
Deficit accumulated during the development stage	(2,694,131)		(2,173,598)
Accumulated other comprehensive income (loss)	(2,227)		(3,647)
Total Stockholders' Equity	47,388,681		47,786,422
Total Liabilities and Equity	$ 51,104,569		$ 51,345,464
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

5

6

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

7

8

1.	NATURE OF OPERATIONS AND ORGANIZATION

 

MoneyLogix Group, Inc. ("MoneyLogix" or the “Company”), which registered a change of name with the State of Nevada on January 29, 2008, was formerly known as Homelife, Inc. and is organized under the laws of the State of Nevada.

MoneyLogix Group, Inc. entered into a share exchange agreement which closed on June 30, 2010 with Panacea Global, Inc. (“Panacea”), a Delaware private corporation incorporated on February 5, 2010. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is Panacea and the historical operations of the Company are the operations of Panacea.  Pursuant to the terms of the share exchange agreement, the parties agreed to the following:

	1.	MoneyLogix agreed to issue 74,800,000 shares of its common stock to the stockholders of Panacea Global, Inc. in exchange for 100% of Panacea’s issued and outstanding stock, making Panacea a wholly owned subsidiary of the Company on June 30, 2010.

The Company is a development stage company that has currently acquired the global rights except for the United States of America for early detection cancer tests.

Effective June 2, 2011, MoneyLogix Group, Inc. registered a change of name with the State of Nevada to Panacea

Global, Inc. Effective June 15, 2011, the trading symbol for the Company on the OTC Bulletin Board changed from "MLXG" to “PANG”.

2.	BASIS OF PRESENTATION

 

The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Accounting Standard Codification (“ASC”) 915 Accounting and Reporting by Development Stage Enterprises.  Among the disclosures required by ASC 915 are that the Company's interim condensed consolidated financial statements be identified as those of a development stage company, and that the interim condensed consolidated statements of operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

3.	GOING CONCERN

These condensed interim consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Accumulated net losses from inception to June 30, 2012 totaled $2,694,131.  In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. There is no assurance that the Company will be able to obtain such financing.

The condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

9

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States. Presented below are those policies considered particularly significant:

Basis of Consolidation and Presentation

The accompanying condensed interim consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Panacea (a Delaware incorporated Company) and Panacea Global Inc. (a Canadian incorporated Company).  All inter-company transactions and balances have been eliminated upon consolidation.

The condensed interim consolidated financial statements of the Company included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain  information and footnote disclosures normally included in financial statements prepared in conjunction with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed interim consolidated financial statements should be read in conjunction with the Company’s 2011 year end annual audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K.

The accompanying unaudited condensed interim consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions

The functional currency of the Company is Canadian dollars. The functional currency of the Company’s subsidiaries is United States dollars.  The financial statements of the Company have been translated into United States dollars by translating balance sheet accounts at year end and period end exchange rates except for non-current assets which are translated at historical exchange rates, and statement of operations accounts at average exchange rates for the periods. Foreign currency translation gains and losses are reflected in the equity section of the Company’s consolidated balance sheet in Accumulated Other Comprehensive Income. The balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Loss, was $269 for the three months ended June 30, 2012 and $1,420 for the six months ended June 30, 2012. For the period from inception (February 5, 2010) through June 30, 2012, ($2,227) of foreign currency translation adjustment was included in Accumulated Other Comprehensive Income (Loss).

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to ASC 260-10-05, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each period.

 

10

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

Financial Instruments

In accordance with ASC 825-10-50, Defining Fair Value Measurement, the estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. As of June 30, 2012, the carrying value of accounts payable and accrued liabilities, due to related parties and license fee payable approximate their fair value because of the short-term maturity of these instruments.  The fair value of the investment is not readily determinable.

In accordance with ASC 820-10, Defining Fair Value Measurement, the Company adopted the standard which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. 

Income Taxes

The Company accounts for income taxes pursuant to ASC 740-10, Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities as well as loss carryforward that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Impairment of Long-lived Assets

In accordance with ASC 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. The Company evaluated the Global Diagnostic License on December 31, 2011. As at June 30, 2012, management is of the opinion that there has been no change to those circumstances.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The accounting estimates that require management’s most significant judgments are the valuation of the intangible asset and measurement of accrued liabilities.

11

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)

Property and Equipment

Property and equipment are initially recorded at cost.  Depreciation is provided using the declining balance method at rates intended to amortize the cost of assets over their estimated useful lives.

	Method	Rate
Computer equipment	Declining balance	30%
Leasehold improvements	Declining balance	20%

In the year of acquisition, depreciation is taken as assets are available for use.

Equity Compensation

The Company adopted ASC 718, Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods and services. This standard focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including issuance of stock options to employees. The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model.

Investment in Equity Intstruments

The Company has accounted for its investment in equity and debt securities using the equity method of accounting based on the guidelines established in FASB ASC 323. In applying the guidance of FASB ASC 323, the Company recognizes the investment in stock of an investee as an asset. The asset is recorded initially at cost in accordance with the guidance in FASB ASC 805-50-30. Subsequent to the initial recording the Company will recognize its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements. The Company adjusts the carrying value of the investment for its share of the earnings or losses of the investee after the date of investment and shall report the recognized earnings or losses in the statement of operations.

Recent Accounting Pronouncements

Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

The Company has assessed the applicability and impact of all ASU’S and they have been determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

12

5.	GLOBAL DIAGNOSTIC LICENSE

License Agreement

On March 24, 2010, the Company entered into a license agreement with Panacea Pharmaceuticals Inc. (“Pharmaceuticals”) to acquire the global diagnostic license (“GDL”), with rights to sublicense worldwide, except for the United States of America.  GDL allows the Company to develop, market and use licensed products related to HAAH based laboratory tests.

In consideration for the GDL, the Company issued 35,500,000 common shares and will pay Pharmaceuticals a license fee of $2,500,000, due within 30 days of the Company raising a minimum $10,000,000 equity investment.  One-half of any equity investments raised shall be remitted to Pharmaceuticals, until the license fee is paid in full. The aggregate consideration paid and therefore fair value of the GDL equates $50,000,000.  Further, the Company will pay Pharmaceuticals 25% of all sublicensing revenue and will purchase all conforming reagent at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price.

As at December 31, 2011, the Company engaged a third party professional valuation firm to review the license agreement and determine an appropriate representation of fair value of the intangible asset. The valuation report considered current conditions of the Company and industry as well as projections of future performance based on management’s judgment of the likelihood of future outcomes. Results of the valuation report indicated that the intangible asset was not impaired as of December 31, 2011.  As at June 30, 2012, management is of the opinion that there has been no change to those circumstances.

For the six months ended June 30, 2012, the Company made payments of $200,000 to reduce the license fee payable from $1,762,500 as of December 31, 2011 to $1,562,500 as of June 30, 2012.

Sublicense Agreement

On November 18, 2011, the Company entered into a sublicense agreement with Panacea Laboratories, Inc. (“Laboratories”) to sublicense the rights to develop, market and use licensed products related to HAAH based laboratory tests in Canada.

In consideration for the rights received under the sublicense agreement, Laboratories provided the Company with 40,000,000 shares of its common stock and will pay the Company a sublicense fee of $960,000, due within 3 years.  The fair value of the aggregate consideration paid and therefore the initial cost of the investment equated to $1,000,000, which was recognized as the initial asset balance of the investment.  Further, Laboratories must purchase all conforming reagents from the Company at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price.

Sublicensing revenues of $1,000,000 had been recorded in deferred revenues as at December 31, 2011 and will be taken into revenues once Laboratories commences operations. The amount of deferred revenues is unchanged since year-end. Upon the recognition of revenue, the Company will recognize its liability to reimburse Panacea Pharmaceuticals 25% of all sublicensing revenue as disclosed above in under the terms of the license agreement.

Based on the accounting guidance of FASB ASC 323, the Company’s investment in Laboratories was subsequently decreased due to the Company’s share of the losses in Laboratories’ operations. The Company’s investment of 40,000,000 common shares represents a 50% ownership interest in Laboratories. Laboratories intends to raise capital in the current year through issuing additional shares and the Company’s ownership interest in Laboratories is expected to decline.  The Company has significant influence over Laboratories but does not have the level of control that would require consolidation and has thus accounted for its investment in Laboratories using the equity method.  

13

5.	GLOBAL DIAGNOSTIC LICENSE (continued)

Investment in Laboratories
November 18, 2011 (initial value)	$	1,000,000
50% allocation of Laboratories’ operating losses up to December 31, 2011		(84,240)
December 31, 2011		915,760
50% allocation of Laboratories’ operating income for the six months ended June 30, 2012		1,114
June 30, 2012	$	916,874

The investment in Laboratories was $916,874 and $915,760 as of June 30, 2012 and December 31, 2011, respectively. During fiscal 2011 Laboratories over estimated their accrual of professional expenses and, as a result, Laboratories recorded a credit against professional services in 2012 creating operating income for the period. The Company received a 50% allocation of that credit which increased the investment account by $1,114 during the six months ended June 30, 2012.

As of June 30, 2012, Laboratories is still in the development stage and has not commenced operations.   

6.	INTANGIBLE ASSET

The Company’s intangible asset consists of the GDL, as described in Note 5, which contains certain issued and pending patent rights. Upon commencement of licensed services to customers, amortization will be taken over the estimated useful life of the respective patent rights, which vary and are determined on a country-by-country basis.

	As at February 5, 2010 (inception)	Acquired	Accumulated Amortization	As at December 31, 2011	Accumulated Amortization	As at June 30, 2012
Global Diagnostic License	-	$ 50,000,000	-	$ 50,000,000	-	$ 50,000,000

As at June 30, 2012, the Company has not commenced any services relating to GDL and as a result, no amortization has been recorded.

7.	CAPITAL STOCK

a)

Authorized

100,000 Class A Preferred shares with a par value of $0.001. There were no shares issued and outstanding at June 30, 2012.

300,000,000 Common shares of $0.001 par value.

b)

Issued

94,563,586 and 94,063,586 Common Shares as of June 30, 2012 and December 31, 2011, respectively.

On April 5, 2012, the Company issued an additional 500,000 common shares for cash of $121,652.

14

7.	CAPITAL STOCK (continued)

	Number of Shares	Capital Stock	Additional paid in capital
Capital stock as at December 31, 2010	89,363,586	$89,364	$47,449,936
Stock issuances in 2011	4,700,000	4,700	1,295,300
Stock based compensation in 2011	-	-	1,124,367
Capital stock as at December 31, 2011	94,063,586	$94,064	$49,869,603
Stock issuances in 2012	500,000	500	121,152
Capital stock as at June 30, 2012	94,563,586	$94,564	$49,990,755

The following table provides consolidated information on the Company’s warrants for as at June 30, 2012.  Warrants vest upon issuance and provide the warrant holder the option to purchase one share.

	Number of  Warrants	Exercise Price	Exercisable Date	Expiry Date
Warrants issued on February 16, 2011	2,000,000	$0.25	Anytime	February 16, 2013
Warrants issued on February 25, 2011	100,000	$0.25	Anytime	February 25, 2013
Warrants issued on April 10, 2011	2,000,000	$0.25	Anytime	April 10, 2013
Warrants issued on April 15, 2011	100,000	$0.25	Anytime	April 15, 2013
Warrants issued on April 5, 2012	500,000	$0.25	Anytime	April 5, 2014
Warrants outstanding at June 30, 2012	4,700,000	$0.25	Anytime	Various – see above

8.	INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740-20. ASC 740-20 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

 

Under ASC 740-20 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

 

The Company has a Delaware subsidiary which pays an asset-based tax.  Tax expense in the current quarter relate to asset based taxes on the Company’s Delaware subsidiary. Other than the Delaware subsidiary, the Company pays taxes based on income. The Company has income tax losses available to be applied against future years income as a result of the losses incurred since inception. However, due to the losses incurred since inception and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for income tax losses available for carry forward.

As of June 30, 2012, the Company did not have any amounts recorded pertaining to uncertain tax positions.  The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable.  The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three to five years from the date of the original notice of assessment in respect of any particular taxation year.  In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period.  U.S. state statutes of limitations for income tax assessment vary from state to state.

15

9.     PROPERTY AND EQUIPMENT

	As at June 30, 2012
	Cost	Accumulated Depreciation	Net Book Value
Leasehold improvements	$   83,434	$   9,197	$  74,237
Furniture & Equipment	20,125	1,056	19,069
Computer equipment	1,901	543	1,358
	$ 105,460	$ 10,796	$  94,664

	As at December 31, 2011
	Cost	Accumulated Depreciation	Net Book Value
Leasehold improvements	$  51,013	$  3,092	$  47,921
Computer equipment	2,000	297	1,703
	$  53,013	$  3,389	$  49,624

10.	EQUITY COMPENSATION

The following table provides consolidated summary information on the Company’s equity compensation plans as at June 30, 2012.

		Weighted Average
	Number of  Options	Exercise Price	Fair Value Per Option	Expiry Date
Options outstanding at December 31, 2011 and June 30, 2012	4,500,000	0.55	0.25	July 26, 2021

As of June 30, 2012, there was no unrecognized compensation related to non-vested options.

11.	RELATED PARTY TRANSACTIONS

During the period, the Company received payments from related parties to fund its operating and investing activities.  Amounts due to related parties are due on demand, are non-interest bearing and approximate fair value due to their short term to maturity.  Amounts due to related parties as at June 30, 2012 and December 31, 2011 are as follows:

	June 30, 2012	December 31, 2011
Due to Dr. Moshiri, CEO of the Company	$       21,293	$                -
Due to a company controlled by a shareholder of the Company	845,322	649,609
Total	$     866,615	$    649,609

16

 

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

 

Overview

 

We are a corporation incorporated under the laws of Nevada. On June 30, 2010 we entered into a share exchange agreement with Panacea Global, Inc., a privately held Delaware corporation (“Panacea Delaware”), and the shareholders of Panacea Delaware pursuant to which we acquired all of the outstanding capital stock of Panacea Delaware from the Panacea Delaware shareholders and Panacea Delaware became our wholly owned subsidiary and our operating business. Through Panacea Delaware, we are a biopharmaceutical company that anticipates selling early detection cancer tests through our licensing agreement with Panacea Pharmaceuticals, Inc. (“Pharmaceuticals”).

 

On March 24, 2010, Panacea Delaware entered into a licensing agreement (the “Licensing Agreement”) with Pharmaceuticals. Pursuant to the Licensing Agreement, Panacea Delaware was granted the exclusive right to develop, use, and market Pharmaceuticals’ HAAH based cancer diagnostic technologies, with rights to sublicense worldwide, except for the United States of America. In consideration for the License Agreement, Panacea Delaware issued 35,500,000 shares of its common stock to Pharmaceuticals and is obligated to pay Pharmaceuticals a license fee of $2,500,000, due within 30 days of the Company raising a minimum $10,000,000 equity investment. One-half of any equity investments raised shall be remitted to Pharmaceuticals, until the license fee is paid in full. The aggregate consideration paid and therefore fair value of the License Agreement equals $50,000,000. Further, the Company will pay Pharmaceuticals 25% of all sublicensing revenue and will purchase all conforming reagent at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price.

 

We hope to market and sell products through strategic partnerships with companies in different countries by entering into sublicensing agreements to sell our products. We may enter into sublicensing agreements with one or more third parties under all or some of the related Pharmaceuticals patents. Additionally, we hope to develop stand alone operations in certain countries including Canada.

 

On June 2, 2011, we filed a Certificate of Amendment to our Articles of Incorporation with the State of Nevada changing the Company’s name to Panacea Global, Inc.

 

As of June 30, 2012, we are in the development stage and have negative working capital, have not earned any revenues from operations and have accumulated a deficit.

 

Sublicense Agreement

 

On November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc. corporation organized under the laws of Ontario and our wholly owned subsidiary (“Panacea Canada”), Pharmaceuticals, Panacea Global, Inc., a corporation organized under the laws of the State of Delaware and our wholly subsidiary, and Panacea Laboratories, Inc., a corporation organized under the laws of Ontario (the “Sublicense Agreement.”). Pursuant to the Sublicense Agreement, we granted Panacea Laboratories the exclusive right to sublicense our license to develop, use, and market Pharmaceuticals’ HAAH based cancer diagnostic technologies throughout Canada.

 

Patents

 

Pursuant to the Licensing Agreement, we acquired a global diagnostic license (“GDL”) with rights to sublicense our technology worldwide, except for the United States of America.  The GDL allows the Company to develop, market and use licensed products related to HAAH based laboratory tests for the following two patents pending:

 

	·	Methods of Diagnosing, Predicting Therapeutic Efficacy and Screening for New Therapeutic Agents for Leukemia – Pending

 

	·	Methods of Diagnosing Lung Cancer – Pending

 

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Exclusive Master Purchase Agreement with Palmverse Limited

 

On July 7, 2011, we, through our wholly owned subsidiary, Panacea Delaware, entered into an exclusive master purchase agreement with Palmverse Limited, a Belarus corporation (“Palmverse”) (the “Agreement”) to provide Palmverse with the exclusive right to use the Company’s blood, serum and tissue testing services to diagnose and monitor cancer (the “Cancer Testing Products”) within the Republic of Belarus. We have agreed to provide Palmverse with an exclusive right to become the sole purchaser of the Company’s Cancer Testing Products within the Republic of Belarus. On January 20, 2012, the Agreement was amended to revise the initial term and minimum purchase thresholds. The initial term of the Agreement, after the amendment, expires on December 31, 2012 (the “Initial Term”). Following the expiration of the Initial Term, the Agreement will renew automatically on an annual basis, provided Palmverse meets minimum purchase amounts, unless either party gives sixty (60) days prior written notice of its intention not to renew the Agreement.

 

The Agreement, after the amendment, provides that Palmverse will be required to meet a minimum purchase amount threshold of the Cancer Testing Products for each year the Agreement is in effect. In that regard, during the Initial Term, Palmverse will be required to purchase a minimum of $280,000 in Cancer Testing Products. Thereafter, in the period ranging from January 1, 2013 to December 31, 2013 (the “First Renewal Term”), Palmverse is required to purchase a minimum of $3,500,000 in Cancer Testing Products. During the period ranging from January 1, 2014 to December 31, 2014 (the “Second Renewal Term”), Palmverse is required to purchase a minimum of $5,250,000 in Cancer Testing Products. Finally, in each renewal term commencing after the Second Renewal Term, Palmverse is required to purchase a minimum of $7,000,000 in Cancer Testing Products.

Palmverse failed to make the minimum purchase amounts during the Initial Term, and is therefore in default of the Agreement. We will not be terminating the Agreement, and we are providing Palmverse the opportunity to cure their default and begin to order the Cancer Testing Products.

Equity Plan and Awards

 

On July 26, 2011 the Board of Directors (the “Board”) of the Company approved the issuance of non-qualified stock options (the “Options”) to each of: Mahmood Moshiri, the Company’s Chief Executive Officer, President, Chief Medical Officer and Director, , and Binnay Sethi, the Company’s Vice President and Director, to purchase 2,000,000 shares of the Company’s common stock.  The Options were granted pursuant to, and are subject to, the Company’s 2011 Omnibus Incentive Plan (the “Plan”), which was approved by the Board on July 26, 2011 and by our shareholders on September 6, 2011. The Options vest and become exercisable on January 26, 2012 at an exercise price of $0.55 per share and expire on July 26, 2021.

 

Reverse Split

 

On September 6, 2011, the Board approved resolutions authorizing the Company to implement a reverse stock split of the outstanding shares of common stock at a ratio of up to one-to-thirty (the “Reverse Stock Split”). On September 6, 2011, we also received approval for the Reverse Stock Split from our shareholders. The Board may determine in its discretion whether to effect the Reverse Stock Split at any time, if at all, and if so at what exchange ratio up to one-to-thirty. If the Board determines to effect a Reverse Stock Split, the Reverse Stock Split will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Nevada. The exact timing of the filing of the amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders, and the Board. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment, the Board, in its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders.

 

Results of Operations

 

As of June 30, 2012, the Company had not begun its business operations in connection with the Licensing Agreement. Accordingly, we have not had any revenues during the six months ended June 30, 2012 or during the period from February 5, 2010 (inception) to June 30, 2012.

 

Total expenses for the three and six months ended June 30, 2012 were $159,380 and $475,046, respectively, as compared to total expenses of $368,641 and $483,421 for the three and six months ended June 30, 2011, respectively, and $2,564,404 for the period from February 5, 2010 (inception) to June 30, 2012. The decrease in expenses for the three and six month periods ended June 30, 2012 were primarily attributable to reduced expenditures in salaries and benefits.

 

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The Company recorded a net loss of $133,748 and $520,533 for the three and six months ended June 30, 2012, respectively. We recorded a net loss for the three and six months ended June 30, 2011 of $368,641 and $483,421, respectively, and a net loss of $2,694,131 for the period from February 5, 2010 (inception) to June 30, 2012.

Liquidity and Capital Resources

 

At June 30, 2012 the Company had $51,104,569 in assets comprised of the $50,000,000 intangible asset, investment of $916,874, property and equipment totaling $94,664, $25,998 cash in hand and other assets of $67,033. The intangible asset allows the Company to develop market and use licensed products related to HAAH based laboratory tests. Comparatively, at December 31, 2011 we had $51,345,464 in assets comprised of the $50,000,000 intangible asset, investment of $915,760, property and equipment totaling $49,624, cash in hand of $328,662 and other assets of $51,418.

 

At June 30, 2012 the Company had liabilities of $3,715,608 comprised of the license fee payable of $1,562,500, deferred revenue of $1,000,000, amounts due to related parties of $866,615 and accounts payable and accrued liabilities totaling $286,493. Comparatively at December 31, 2011, we had $3,559,042 in liabilities comprised of the license fee payable of $1,762,500, deferred revenue of $1,000,000, amounts due to related parties of $649,609 and accounts payable and accrued liabilities totaling $146,933.

 

Net cash used in operating activities during the six months ended June 30, 2012 was $590,296 and was $1,154,583 for the period from February 5, 2010 (inception) to June 30, 2012. Net cash used in investing activities was $52,446 for the six months ended June 30, 2012 due to the purchase of property and equipment and was $1,105,459 for the period from February 5, 2010 (inception) to June 30, 2012 due to the company’s investment in Panacea Laboratories, Inc. and the purchase of property and equipment. Net cash provided by financing activities during the six months ended June 30, 2012 was $338,658 due to financing from related parties and the issuance of common stock, and was $2,288,267 for the period from February 5, 2010 (inception) to June 30, 2012 due to financing from related parties and the issuance of common stock.

On April 5, 2012, the Company issued 500,000 shares of common stock to one investor in exchange for $121,652 ($125,000 CAD).  Such sale was pursuant to a subscription agreement dated February 25, 2011.

 

As there were no revenues from operating activities as of June 30, 2012, we must rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders to meet our working capital needs. It is expected by management that we will need to rely upon new capital contributions to pay our liabilities.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimate; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

Recent Accounting Pronouncements

 

Changes to GAAP accounting are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (“ASU’s”) to the FASB’s Accounting Standards Codification.

 

The Company has assessed the applicability and impact of all ASU’S and they have been determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

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Going Concern

 

These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Accumulated Losses from inception to June 30, 2012 total $2,694,131. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

 

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements.

 The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

 

Impairment of Long-lived Assets

 

In accordance with ASC 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. The Company evaluated the Global Diagnostic License on December 31, 2011 indicating no impairment. As of June 30, 2012, management is of the opinion that there have been no changes in circumstances.

Off-Balance Sheet Arrangements

 

None.

 

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller reporting companies are not required to provide the information required by this item.

 

	Item 4.	Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosures. Our principal executive officer and principal financial officer evaluated the effectiveness of disclosure controls and procedures as of June 30, 2012, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms. Specifically, we identified the following material weaknesses in our internal control over financial reporting as of June 30, 2012:

 

	·	Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.
	·	Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for an effective system of internal control.

 

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

20

 

Remediation of Material Weaknesses in Internal Control over Financial Reporting

 

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire a Chief Financial Officer and additional accounting staff.

 

Changes in Internal Controls over Financial Reporting

 

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

 

	Item 1.	Legal Proceedings.

 

On October 7, 2011, Moneylogix Group, Inc., Maximus Investments, Inc. (pursuant to public records, Maximus Investments, Inc. was incorporated on October 18, 2011 and the directors of record for this entity consist of Gary Cilevitz and Alex Haditaghi), Bakirkoy Financial Holdings, Inc. (pursuant to public records, the directors of record for this entity consist of Farideh Ronbakhsh and Alex Haditaghi), Bowen Financial Advisory Group LTD. (pursuant to public records, Bowen Financial Advisory Group LTD was incorporated on August 4, 2011 and the director of record for this entity consists of Vahid Haditaghi), Marciafor Holdings, Inc. (pursuant to public records, Marciafor Holdings, Inc. was incorporated on August 4, 2011 and the director of record for this entity consists of Gary Cilevitz), Alex Haditaghi and Gary Cilevitz (collectively, the “Plaintiffs”) filed a lawsuit in the Superior Court of Justice in Ontario Canada against the Company, Panacea Pharmaceuticals, Inc., a corporation organized under the laws of the State of Maryland and a principal shareholder of the Company, Mahnaz Alikhani, Hossein Ghanbari, Stephen Keith, the Company’s Chief Executive Officer and Director Mahmood Moshiri, and the Company’s Vice President and Director Binnay Sethi (collectively, the “Defendants”) (the “Lawsuit”). The Plaintiffs’ lawsuit seeks damages relating to an allegation that the operations of the Company have been conducted in a manner that is unfairly prejudicial to the interests of the Plaintiffs.  To the best of the Company’s knowledge, the Lawsuit has not yet been served on the various U.S.-based Defendants named therein.

The Lawsuit alleges, among other things, that the Defendants have breached their obligations pursuant to a consulting agreement, as well as to certain verbal agreements, regarding that certain share exchange agreement dated June 30, 2010, as reported in the Company’s Current Report on Form 8-K filed with the SEC on July 8, 2010 (the “Share Exchange Agreement”).  Pursuant to the Share Exchange Agreement, the Company acquired its subsidiary, Panacea Delaware.  In addition, the Plaintiffs ask that certain disclosures in the Company’s SEC reports relating to the Share Exchange Agreement, the other transactions contemplated thereby and certain other matters be amended.  The Plaintiffs have also sought to have the shares issued to the former shareholders of Panacea Delaware, now the principal and majority shareholders of the Company, be cancelled. They also seek to restrain the Defendants from proceeding with a reverse stock split identified in SEC filings.  Furthermore, the Plaintiffs seek to have the Company’s former director and principal executive officer reappointed as a director of the Company and the current officers and directors of the Company resign from their respective positions.  The Plaintiffs have also demanded that the Company provide copies of all accounting records and tax returns of the Company and Panacea Delaware from 2009 to the present.  In addition, the Plaintiffs have requested that the Company provide certain share certificates to their alleged proper owners.  The Plaintiffs have also claimed that they have been unable to dispose of their holdings of the Company’s common stock due to the Company’s alleged refusal to remove the transfer restrictions on the Plaintiffs shares.  The Plaintiffs also allege that the Company must issue 5,000,000 warrants to purchase the Company’s common stock to Maximus Investments, Inc.  In sum, the Plaintiffs seek a total of $24,295,000 in damages (including punitive damages), as well as pre-judgment interest, post-judgment interest and costs.

 

The Company believes the Plaintiffs’ claims against it are entirely without merit.  The Company intends to vigorously defend itself against and pursue, as applicable, its legal recourses against the Plaintiffs and has retained Canadian counsel in furtherance thereof. As part of these efforts, the Company has signaled its intention to bring a motion to dismiss on the basis of lack of jurisdiction, which is currently set to proceed in April 2013.

	Item 1A.	Risk Factors.

 Smaller reporting companies are not required to provide the information required by this item.

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	Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds

 

On April 5, 2012, the Company issued 500,000 shares of common stock to one investor in exchange for $121,652 ($125,000 CAD).  Such sale was pursuant to a subscription agreement dated February 25, 2011.

The securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D promulgated thereunder since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.

	Item 3 .	Defaults Upon Senior Securities.

 None.

 

	Item 4.	Mine Safety Disclosure.

 Not applicable.

 

	Item 5.	Other Information.

None.

 

	Item 6	Exhibits.

 

Exhibit No.		Title of Document
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS *		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

 

 

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

*Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

22

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

 

	PANACEA GLOBAL, INC.
Dated: August 14, 2012	By:	/s/ Mahmood Moshiri
		Mahmood Moshiri
		Chief Executive Officer, President, Chief Financial Officer, Chief Medical
		Officer
		(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

23

 

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Moshiri Mahmood, certify that:

 

	1.	I have reviewed this Form 10-Q of Panacea Global, Inc.;

 

	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

	3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

 

	4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

 

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding there liability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

 

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

	(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

	5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

	(b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 14, 2012
/s/ Mahmood Moshiri
Mahmood Moshiri
Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

 

24

 

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

 

In connection with the accompanying quarterly report on Form 10-Q of Panacea Global, Inc. for the quarter ending June 30, 2012, I, Mahmood Moshiri, President, Chief Executive Officer and Director of Panacea Global, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

 

	1.	Such quarterly report of Form 10-Q for the quarter ending June 30, 2012, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

	2.	The information contained in such quarterly report of Form 10-Q for the quarter ending June 30, 2012, fairly represents in all material respects, the financial condition and results of operations of Panacea Global, Inc.

 

Date: August 14, 2012
PANACEA GLOBAL, INC.
/s/ Mahmood Moshiri
Mahmood Moshiri
Chief Executive Officer, President, Chief Financial Officer
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)

 

25